8-K 1 jupw8k012621.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 20, 2021

 

JUPITER WELLNESS, INC.

(Exact name of registrant as specified in charter)

 

Delaware   001-39569   83-2455880
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)
 

725 N. Hwy A1A, Suite C-106 Jupiter, FL 33477

(Address of principal executive offices) (Zip Code)

 

(561) 244-7100

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   JUPW  

The Nasdaq Stock Market LLC

(The Nasdaq Capital Market)

 

Warrants, each exercisable for one share of Common Stock at $8.50 per share   JUPWW  

The Nasdaq Stock Market LLC

(The Nasdaq Capital Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company [X]

 

If an emerging growth company, indicate by check mart if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

  

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On January 20, 2021, Jupiter Wellness, Inc. (the “Company”) and Ms. Nancy Torres Kaufman entered into an independent director’s agreement, pursuant to which Ms. Kaufman shall serve as a director and member of the audit committee of the Company (the “Kaufman Agreement”). Pursuant to the Kaufman Agreement, the Company shall pay to Ms. Kaufman as director’s fee of $20,000 per annum. Additionally, the Company shall issue to Ms. Kaufman an option to purchase 20,000 shares of Company common stock on the Kaufman Execution Date and for each additional year she serves as a director (the “Kaufman Options”). The Kaufman Options shall have a three (3) year term, an exercise price equal to the current market price of the Company’s common stock on the date of issuance, and shall be issued on each anniversary date of her election.

 

The foregoing description of the Kaufman Agreement is only a summary and is qualified in its entirety by reference to the full text of the Kaufman Agreement attached as Exhibit 10.1 hereto.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

The information set forth in Item 1.01 is incorporated by reference herein.

 

On January 20, 2021, the Board of Directors (the “Board”) of the Company appointed Ms. Nancy Torres Kaufman as a director of the Company and member of the Board’s audit committee.

 

Ms. Kaufman is the Chairman and CEO of Beacon Capital LLC, a New York family office, recently relocated to Jupiter, Florida. Ms. Kaufman officially founded Beacon Capital as her family office and investment platform in 2010 with a focus on investing in life sciences businesses globally. In 2003, Nancy started a mortgage correspondent lending company called Wall St. Mortgage, a first and second lien corresponding lender and brokerage company which book and operations she sold to Countrywide in 2006. In 2004, she joined the investment banking boutique Violy & Co and focused increasingly on her first passion, life sciences. Nancy is a Cuban born and raised entrepreneur focused on bringing venture impact philanthropy into the life science and healthcare space. She left Cuba 1994 for the US unaccompanied as a 14-years old. In 1999, Nancy was awarded a full academic scholarship to the College of St. Elizabeth, consisting of an accelerated medical program with UMDNJ for a Bachelor of Science Major in Biology with a Chemistry minor. Nancy also entered the Women’s Leadership Program at Yale School of Management in 2020.

 

There are no family relationships between Ms. Torres Kaufman and any director or executive officer of the Company.

 

Item 7.01 Regulation FD Disclosure

 

On January 26, 2020, the Company issued the attached press release. A copy of the press release is attached hereto and incorporated herein by reference in its entirety as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibits

 

Exhibit No.   Description
10.1   Independent Director’s Agreement, dated January 20, 2021
99   Press Release, dated January 26, 2021

 

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: January 26, 2021

 

  JUPITER WELLNESS, INC.
   
  By: /s/ Brian John
    Brian John
    Chief Executive Officer

 

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